Summary

Massie screaming

The movie starts with Massie Block screaming at her parents, Kendra and William, for ruining her original plans of going to Shelby Wexler's end-of-the-year party because of the arrival of her father's best friend and his family, the Lyons, who are

The girls on the phone

moving from Orlando to Westchester to live in the Block's guesthouse while they find a new house. Angry at her parents, Massie calls her three best friends Dylan, Alicia and Kristen and tells them fake embarrassing facts about Shelby and they decide not to go. Her mother later makes Massie a deal that if she's nice to

Massie reading her Teen Vogue by the pool

the Lyons' daughter Claire, she could go to the party. When the Lyons arrive, Massie immediately dislikes Claire because of her outfit, which included overalls. At dinner, the Lyons present Massie with

The infamous silver microphone charm

a silver microphone charm. Massie rushes the family to eat just so she could leave for the party, but is annoyed when her mother invites Claire to go to the party with her. Massie pretends to be sick and goes to bed early.

Merri-Lee and Dylan at the clothing store

Later that night while talking with her

Judi and Claire talk

mother about Massie's fashion style, Claire convinces her mother to take her shopping for new clothes to fit in with Massie and the rest of the people in Westchester. The next day, while shopping Claire meets Dylan in a desinger label store, and Claire offers Dylan advice on how to get a pair of jeans when her mother refuses to because Dylan is not a four, and her mother refuses to buy her a six. Claire suggests that she puts the tag on the size four on the size six, so Merri-Lee would think that Dylan was a size four. Dylan was nice and sweet to Claire, but was unaware of the fact that she was living in Massie's house and Massie didn't approve of Claire. Claire finds a pair of white jeans she loves, which she finds to be a very fashionable outfit and worthy for OCD. Her mother wouldn't buy the pair of jeans because of the high price ($60), but later surprises her with them.
The next day, while riding her horse, Brownie, Massie meets a boy named Chris Abeley, who she instantly develops a crush on. Chris is a high-school student at Briarwood, and he knew Massie from her parents' annual

Massie riding Brownie at Galwaugh Farms

charity auction. After flirting with Chris, they both agreed to meet the next week for riding in a private trail. On the first day of school, Claire goes to school with Massie and her driver, Issac. After being asked by Massie to move to the backseat, the driver picks up Dylan, and they instantly recognize each other, but Dylan stops being nice to Claire because of Massie's disapproval. Alicia and Kristen are later picked up along and when Kristen asks Massie if they like her and Massie answers with a firm "No." While walking into the school, Claire runs into Chris Abeley, who is riding his skateboard and falls on top of Claire and the two talk. Massie sees this and storms into the school, furious at Claire. Claire comes by minutes later and asks Massie where her first class is and Massie replies with a snide remark. Claire asks why is she acting like a bitch, leading up to a fight. The Pretty Committee then begin to plan a way to "ruin" Claire in result.

Alicia's text to Kristen

During art class, Alicia spills red paint all over Claire's jeans and texts the other girls saying how it looks like Claire got her period. After seeing the red paint, the art teacher, Vincent, tells Claire to go to the nurse's office, without telling her why. After looking for the office, Claire asks Dylan for directions, and Dylan gives her false directions leading her to the class Massie is in (also with advice to speak loudly, as the nurse she claims is half deaf), and laughs at her stain when she leaves.

Claire arrives at Massie's yoga class and embarrasses herself in front of the class, bursting in and asking where the nurse was. She then finds the real nurse's office, and after discovering Alicia had spilled paint over them, changes her outfit into the lost and found clothing brought by the nurse. At lunch, Claire leaves the cafeteria after Massie mocks her outfit. Later, Massie and her friends go to Briarwood to watch Chris leave, leaving Claire to walk home alone.

The next day, on the ride to school, Kristen talks about an important assignment for her Women in the Workface class, and the Pretty Committee decides to create a makeup company, ignoring Dylan's suggestion of naming the company "Homework", because they make it at home and it works, and they name it Glambition, which was a suggestion from Claire. However, even though Massie tells Claire that the name is only temporary, they never change it. At school, Claire decides to make a new friend and sits with Layne at lunch after seeing her sitting alone. After getting into a conversation, Layne talks about how everybody wants to be like Massie and that Massie, Alicia, Dylan, and Kristen's group is known as the "Pretty Committee." Claire lies and says she is best friends with Massie, and after passing by Layne comments on Massie is jealous of her when she is actually angry at Claire, but Claire says she'll talk to her later.

Layne and Claire make plans to hang out on Friday night, but their plans are ruined when Massie's mother invites Claire to Massie's weekly sleepover. Claire accepts, oblivious to the fact that Massie didn't want her there. Claire calls Layne and lies that she has to babysit her brother Todd, and makes plans to hang out on Saturday instead. The night of the sleepover, the girls are donating old clothes for the annual auction, and when Claire comes they make rude comments about how she dresses. After Massie's mom hears Massie saying those comments, Massie and her mother talk privately in the kitchen, where she tells Massie to be nice to Claire. After seeing Claire alone, folding clothes for the auction, Massie invites her to the cabana, where they sleep. Alicia asks the girls if they'd rather be A) a friendless loser or B) a person with lots of friends who secretly hate you and they all chose B, except Claire, who preferred to be a friendless loser, although in the book this is switched and Massie admires her for her honesty. Alicia then makes a rude comment about how she "got her wish", implying that she is a friendless loser.

Later while playing truth or dare Alicia asks Massie if she ever kissed a boy and Massie says to ask her after the auction, when it will be a definite yes, because of Chris Abeley. Massie then asks Claire who she likes, and Claire admits she likes Chris Abeley. Dylan points out that is the boy that Massie was talking about kissing and Claire assumes he's her boyfriend, to which Alicia makes a snappy comment. Kristen suggests they go to sleep. They shut off the lights, but Alicia makes a farting noise with her hands and frames Claire for the incident. Claire shoots a comeback saying it was the sound of Alicia's boobs rubbing together, knowing that she is sensitive about them. Claire soon after leaves, even though Massie says she doesn't have to. Claire shoots back with "Have to? I want to." Massie then lets Claire leave.

The next day Layne arrives at the guest house to see Claire; where all the girls including Massie learn Layne is actually Chris Abeley's sister. To make Massie jealous, Claire purposely caresses Chris' hair after being told he already has a girlfriend. Furiously, Massie goes horseback riding to meet with Chris and says to his surprise, that she has always liked Layne, and takes his cap saying she will auction it, so he'd have to go to the auction. At school Massie pretends to be friends with Layne. Layne deserts Claire after being told by Massie that Claire ditched her to go to Massie's sleepover. Massie tells Layne that they will be secret friends and they hit the spa together, where Massie presses her for information about Chris, and if he ever talks about her, to which Layne replies he has never once mentioned her. Massie is embarrassed by Layne and by her loud and obnoxious behavior in the spa.

While waiting for Massie to arrive at their Glambition meeting at the Block's pool, Claire decides to go for a swim. She lies to the girls about the brand of her bathing suit she tells them it is an Astrid from Brazil, when truthfully she got it at a local retail store. They all decide to have fun swimming until Massie arrives and shoots down Claire, seeing through Claire's lie of her bathing suit brand. Claire's mother notices something is wrong, after seeing her daughter come home in tears, but Claire says not to worry because she'll talk to Massie about it. Claire goes to the Block's house to talk things out with Massie, and after seeing that the room was empty she hijacks Massie's IM and starts IMing with Alicia pretending to be Massie, and Claire (as Massie) says she now likes Claire and assigns the next day's wardrobe, shorts over tights, which everyone wears but Massie.

The next night, Claire goes up to Massie's IM again, and insults Dylan saying her legs would not look good in a miniskirt. Dylan becomes mad at Massie and starts to wear long skirts to hide her legs. The next night, Claire hides Massie's dog, Bean, to gain more time at hijacking Massie's IM. While IMing Kristen, her brother Todd walks into Massie's room to her surprise and starts looking at Massie's things while Claire is on the computer. She finds out Kristen's secret: her parents are actually poor and Kristen attends OCD on a scholarship. In exchange for Kristen's secret, Claire (as Massie) tells her that she has befriended Layne and actually likes her. Claire escapes in time to get away from Massie by the aid of Todd.

The next day, Kristen, Dylan, and Alicia befriend Claire and ditch Massie, because they believe that she is friends with Layne instead of them now. Claire accepts, and even hangs out with them after school. They go to a designer store, and Alicia offers to buy her a dress for the charity auction and gives Claire her old phone, so they can keep in touch to hang out. Dylan invites Claire to her house, but Claire protests and says she has to be home by 5:00. However, Claire goes to Dylan's house anyway. Claire gets home to her mother, who had been worried sick for Claire. Her mom ends up banning her from hanging out with Alicia, Dylan, and Kristen because she felt her attitude has changed and demands her to return the expensive dresses.

That night, Massie IMs all of her ex-friends, but only Kristen replies after she told her the lip gloss tubes for Glambition had arrived. Kristen arrives to pick up the package when she and Massie get into a heated argument and find out about Claire's scheme. Afterwards the Pretty Committee hook up Claire in a conference call, telling her that her fun, as well as her, is over. The next day the girls come over to Massie's and start working on a makeup recipe together to hand out at the school field trip to NYC. The girls suggest that Massie jump out of a cake with a special outfit to surprise Chris Abeley on the day of the auction, since his birthday is the same day. Massie decides to wear a custom-made t-shirt reading "I ♥ Chris Abeley" while popping out of the cake. Claire then comes down with a long and somewhat guilty face and asks to borrow an egg, which Massie agrees to, throwing it at Claire, who runs out crying, and Massie reassures her position as the leader of the Pretty Committee.

Before departing for the school's field trip, Claire makes up with Layne. Massie and her friends start selling

Dylan selling Glambition's new gloss

their lip gloss, causing many of the girls' lips to swell after an allergic reaction to the peanut oil in the glosses (peanut oil being the most common allergy, which they already knew). Unbeknownst to Claire, Massie anonymously sends Claire a text that oatmeal will help with the swelling, and with that text Claire and Layne are able to save the day. Kristen thanks Claire, and admits that Claire was better off knowing her secret than Massie. The next day at the auction, Claire meets Chris Abeley's girlfriend, Fawn. Claire returns Alicia's possessions back to her and learns that Alicia, too, had tried to oust Massie; Claire rekindles her friendship with Dylan.

Later, Claire stops Massie from popping out of the cake after announcing Fawn was Chris's girlfriend before the feat. Massie is ushered backstage, where she and Claire reconcile their friendship. Massie gives Claire a flower, and Massie reveals that she too would pick "A) friendless loser."

The film ends with Claire in bed, smelling her flower and telling her mother about the auction. She says she's not sure how long it's going to last. When her mother asks if she was talking about her friendship with Massie or the flower, Claire replies "Both."

It also ends with Massie writing her State of the Union saying that Claire is both in and out.

Trivia

The movie was filmed from February 2008 to March 2008 in Rhode Island.

It was partially filmed at Portsmouth Abbey School in Portsmouth, Rhode Island.